U.S. BANCORP PIPER JAFFRAY
Contacts:
Judy Murphy Wendy Raway Marie Uhrich Maria Verven
Investor Relations Media Relations Corp. Communications Corp. Communications
U.S. Bancorp U.S. Bancorp Piper Jaffray Piper Jaffray
(612) 973-2264 (612) 973-2429 (612) 342-6583 (612) 342-6584
U.S. BANCORP TO ACQUIRE PIPER JAFFRAY COMPANIES INC.
Creates 11th Largest Retail Brokerage in the Nation;
Combined Organization Will Manage $68 Billion in Assets;
Provides Securities Underwriting, Trading, Research and
Merger and Acquisition Capability
MINNEAPOLIS (December 15, 1997) U.S. Bancorp (NYSE: USB) and Piper Jaffray
Companies Inc. (NYSE: PJC) today announced an agreement in which U.S. Bancorp
will acquire Minneapolis-based Piper Jaffray Companies Inc., a full-service
investment banking and securities brokerage company, in a cash transaction
valued at $730 million or $37.25 per Piper Jaffray common share. The acquisition
will allow U.S. Bancorp to offer investment banking and institutional and retail
brokerage services through a new subsidiary which will be known as U.S. Bancorp
Piper Jaffray Inc. Addison L. Piper, who is currently chairman and chief
executive officer of Piper Jaffray Companies Inc., will continue to serve in
that capacity at U.S. Bancorp Piper Jaffray, and will report to John F.
Grundhofer, U.S. Bancorp president and chief executive officer.
"This acquisition is about serving our clients," Grundhofer explained.
"There is no better fit than Piper Jaffray and U.S. Bancorp. Our combined
strengths and presence
More . . .
-2-
in the same regional markets means that we can provide our business, retail and
private banking clients with a complete range of financial solutions and
advisory services to satisfy their financial needs. This combination is a
perfect complement to our regionally based, nationally competitive strategy."
Piper said, "U.S. Bancorp is an ideal partner. Together we will create
the full range financial services company our customers need and want. Piper
Jaffray adds retail brokerage, investment banking and merger and acquisition
capabilities to U.S. Bancorp's commercial banking, private banking, trust and
asset management expertise. U.S. Bancorp will provide the platform for growth
that will set us apart from other firms and allow us to maintain our
entrepreneurial culture," Piper concluded.
The companies said that both Piper Jaffray and U.S. Bancorp bring their
own distinct, but complementary strengths, to the combined company. Piper
Jaffray's capabilities in equity and debt underwriting, trading, sales and
research, as well as its corporate finance advisory and merger and acquisition
services, will allow U.S. Bancorp to further strengthen its relationships with
its more than 40,000 middle market commercial clients. Piper Jaffray customers
will have access to the commercial banking products and services offered by U.S.
Bancorp. Both companies will benefit from their combined asset management
experience and U.S. Bancorp's expertise in providing private banking and
personal trust services.
More . . .
-3-
U.S. Bancorp is already the largest provider of private financial
services in its service territory. The addition of Piper Jaffray will solidify
that position with a network of 89 full service brokerage offices and nearly
1,500 brokers (when combined with U.S. Bancorp's), creating the 11th largest
brokerage in the United States. U.S. Bancorp will continue to invest in the
technology required to provide enhanced products and services and operational
efficiencies.
"Both Piper Jaffray and U.S. Bancorp share a strong tradition of
contributing financial, volunteer and other support to the communities we serve
and we are committed to keeping those traditions," Grundhofer said.
The companies said that the ongoing growth of U.S. Bancorp and Piper
Jaffray as well as redeployment efforts and natural attrition would mean minimal
job loss which would be concentrated mainly in administrative functions.
The acquisition, which is subject to approval by Piper Jaffray
shareholders and regulators, is expected to close in the second quarter of 1998.
Minneapolis-based U.S. Bancorp is the result of a merger between First
Bank System, Inc. of Minneapolis and U.S. Bancorp, formerly headquartered in
Portland, Oregon. With $70 billion in assets, U.S. Bancorp is the 15th largest
bank holding company in the nation operating approximately 1,000 banking offices
in 17 states: Minnesota, Oregon, Washington, Colorado, California, Idaho,
Nebraska, North Dakota, Nevada, South Dakota, Montana, Iowa, Illinois, Utah,
Wisconsin, Kansas and Wyoming. The company provides comprehensive banking,
trust, investment and payment systems products and services to consumers,
businesses and institutions. It operates a network of 4,500 ATMs throughout the
U.S. and 24 hour, seven days a week telephone customer
More . . .
-4-
service centers. The company is the largest provider of Visa corporate and
purchasing cards in the world and one of the largest providers of corporate
trust services in the U.S.
Piper Jaffray Companies Inc. was founded in 1895 and has built a
reputation as one of the nation's premier full-service investment companies.
Piper Jaffray Companies is the parent company of Piper Jaffray Inc., an
investment firm with 89 retail sales offices in 19 Midwest, Mountain, Southwest
and Pacific Coast states and capital markets offices in 18 cities. Other
subsidiaries include Piper Capital Management Incorporated, a money management
company with $12.8 billion under management, Piper Trust Company, a provider of
trust services to individuals and institutions; and Piper Jaffray Ventures, a
private equity venture capital firm investing in emerging growth companies.
Piper Jaffray Inc. is a member of SIPC, the New York Stock Exchange and other
major stock exchanges.
-30-
More . . .
PRO FORMA RECAP
U.S. BANCORP PIPER JAFFRAY
------------ -------------
Assets under management $55.3 billion $12.8 billion
Number of proprietary 32 32
mutual funds
Number of brokers 250 1,235
States 17 19*
Number of retail sales offices 1,000 89
Number of employees 27,566 3,328
Fiscal 1997 785 for $14 billion
Managed/co-managed offerings
Fiscal 1997 mergers and 28 worth $2.6 billion
acquisitions
Fiscal 1997 Nasdaq shares 1.9 billion
traded
Fiscal 1997 equity offerings 38 raising $2.9 billion
Institutional equity sales 38
executives
Research analysts 50
*16 are within U.S. Bancorp markets